Common use of Nature of Transaction Clause in Contracts

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under FASB Statement No. 13; (b) for the purposes of all federal, state and local income, franchise, transfer and other taxes; all bankruptcies, insolvencies, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, insolvency and receivership proceedings are based); and real estate law, commercial law and Uniform Commercial Code purposes: (i) the Overall Transaction constitutes a financing by the Participants to Lessee and preserves beneficial ownership in the Subject Property in Lessee, Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) the Lease grants a security interest or Lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral, in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative Documents; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, Lessee acknowledges and agrees that none of the Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under FASB Statement No. 13; (b) for the purposes of all federal, state and local income, franchise, transfer and other taxes; all bankruptcies, insolvencies, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, insolvency and receivership proceedings are based); and real estate law, commercial law and Uniform Commercial Code purposes: (i) the Overall Transaction constitutes a financing by the Participants to Lessee and preserves beneficial ownership in the Subject Property in Lessee, Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) the Lease grants a security interest or Lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral, in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative Documents; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective its obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, Lessee acknowledges and agrees that none of the Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating a development of the Facility undertaken by Lessor as the holder of the leasehold interest in the Site and performed on behalf of Lessor by Construction Agent, as agent for Lessor, followed by a lease from Lessor to Lessee of the Leased Property for purposes of Lessee’s financial reporting, including, without limitation, including under FASB Statement No. 13Accounting Standards Codification (ASC) 842; (b) for the purposes of all federalother purposes, including federal and all state and local incomeincome and transfer taxes, franchisebankruptcy, transfer and other taxes; all bankruptcies, insolvenciesinsolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, conservatorship and insolvency and receivership proceedings are based); and , real estate law, and commercial law and Uniform Commercial Code UCC purposes: (i) the Overall Transaction (including the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a financing secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Subject Leased Property in Lessee, Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d) and Lessee will be entitled to all tax benefits with respect to the Subject Property (including for greater clarity, depreciation) ordinarily available to owners of property similar to the Subject Leased Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants;Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease or the Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding under the Operative Documents, legal title to the Leased Property shall automatically vest in Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease grants or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates a security interest or Liena lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral, Collateral in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative Documents; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessor Collateral and Lessee Collateral in favor Obligations. Table of the Collateral Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Contents Nevertheless, Lessee without limiting the foregoing agreement, ▇▇▇▇▇▇ acknowledges and agrees that none of the LessorParticipants, the Collateral Agent, Administrative Agent or the Arranger or any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee ▇▇▇▇▇▇ has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. SpecificallyOriginal Issue Discount Legend. THE AMOUNTS REPRESENTING ADVANCES FOR UNITED STATES FEDERAL INCOME TAX PURPOSES AS PART OF THE OVERALL TRANSACTION WILL BE TREATED AS ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE CODE) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, without limiting the generality of the foregoingAMOUNT OF ORIGINAL ISSUE DISCOUNT, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative DocumentsISSUE DATE AND YIELD TO MATURITY OF SUCH SECURED OBLIGATIONS MAY BE OBTAINED BY WRITING TO THE TREASURER OF GUARANTOR AT ITS ADDRESS REFERRED TO IN SCHEDULE III HERETO.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under FASB Statement No. 13Accounting Standards Codification (ASC) 842; (b) for the purposes of all federalother purposes, including federal and all state and local incomeincome and transfer taxes, franchisebankruptcy, transfer and other taxes; all bankruptcies, insolvenciesinsolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, conservatorship and insolvency and receivership proceedings are based); and , real estate law, and commercial law and Uniform Commercial Code UCC purposes: (i) the Overall Transaction (including, without limitation, the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a financing secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Subject Leased Property in Lessee, Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Leased Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the ParticipantsParticipants and, in the event Lessee purchases the Leased Property pursuant to the terms hereof or the Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding under the Operative Documents, legal title to the Leased Property shall automatically vest in Lessee; (ii) in order to secure the secured lending obligations of Lessee now existing or hereafter arising under this Lease or any of the other Operative Documents, this Lease, together with the other Security Instruments, grants security title to and creates a first priority security interest or Lien, as the case may be, a lien in the Lessee’s interest in Site, the Leased Property and the other Lessee Collateral, Collateral in favor of the Lessor, Administrative Agent and for the benefit of the Participants, Participants to secure Lessee’s payment and performance of its Obligations under the Operative DocumentsObligations; and (iii) the Security Instruments grant security title to, and create Liens on and security interests in the Subject Property and the other Collateral granted by Lessor Collateral and Lessee Collateral or Lessee, as applicable, in favor of the Collateral Administrative Agent for the benefit of all of the Participants to secure LessorLessee’s and LesseeLessor’s payment and performance of their respective the obligations under the Lease, the Rent Assignment Agreement and other applicable Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, Lessee acknowledges and agrees that none of the Lessor, the Collateral Administrative Agent, any Participant or the Arranger or any Lender has have made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. . (c) Specifically, but without limiting the generality of the foregoingsubsection (b) of this Section 24.1 or Section 16.4, the parties hereto Lessor and Lessee further intend and agree that in for the event purpose of any insolvency, conservatorship or receivership proceedings or matters or a petition under securing Lessee’s obligations for the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute repayment of the United States Obligations, (i) the Lease shall also be deemed to be a security agreement and financing statement within the meaning of America or any State thereof affecting Lessee, Article 9 of the UCC; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessee to Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants Participants, of a Lien on and security interest in all of Lessee’s present and future right, title and interest in and to the Site, the Leased Property and the other Collateral, including but not limited to Lessee’s leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure Lessee’s obligations such loans, effective on the date hereof, to repay have and to hold such loans interests in the Site, the Leased Property and the other Collateral unto Lessor, for the benefit of the Participants; (iii) the possession by Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessee shall, to the Participants extent consistent with the Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages, deeds to secure debt and deeds of trust as may be necessary to ensure that, if the Lease were deemed to grant security title to and create a security interest in the Site, the Leased Property and the other Collateral in accordance with this Section, such security title and security interest would be deemed to be a perfected security title and security interest in the Site, the Leased Property and the other Collateral with priority over all Liens, other amounts due than Permitted Liens, under any of Applicable Laws and will be maintained as such throughout the Operative DocumentsTerm.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s 's and Guarantor's financial reporting, including, without limitation, under FASB Statement No. 13; (b) for the purposes of all federalfederal and state income tax, state and local incomeproperty tax, franchise, transfer and other taxes; all bankruptcies, insolvencies, conservatorships and receiverships bankruptcy (including the substantive law upon which bankruptcy, conservatorship, insolvency and receivership bankruptcy proceedings are based); ) and real estate law, commercial law and Uniform Commercial Code purposes: (i) the Overall Transaction constitutes a financing by the Participants to Lessee Lessee, and on each Site Acquisition Date beneficial ownership in the Premises shall be deemed to pass directly to and the Overall Transaction preserves beneficial ownership in the Subject Property Premises in Lessee, Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) Lessor holds title in the Premises as security for Lessee's and Guarantor's obligations under the Operative Documents, and the Lease grants a security interest or Liena lien, as the case may be, in the Lessee’s interest in the Leased Property Premises and the other Lessee Collateral, Del Monte Collateral in favor of the LessorCertificate Trustee, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative Documents; and (iii) the Security Instruments Mortgages create Liens on liens and security interests in the Subject Mortgaged Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Agent defined therein for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1Participants. Nevertheless, each of Lessee and Guarantor acknowledges and agrees that none of the LessorCertificate Trustee, the Collateral Agent, Arranger Arranger, or any Lender Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has and Guarantor have obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it each deems appropriate. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents.

Nature of Transaction. It is the intention intent of the parties that: (a) that the Overall Transaction transaction contemplated hereby constitutes an operating lease from Lessor to Lessee under Financial Accounting Standard Board Statement No. 13 for purposes of Lessee’s financial reporting, including, without limitation, reporting and a non-consolidated transaction under FASB Financial Accounting Standard Board Interpretation No. 46R (“FIN 46R”) or Financial Accounting Standard Board Statement No. 13; 94 (b“FASB 94”) or related interpretations, as applicable. The parties agree that for the purposes of all federal, Federal and state and local incomeincome tax, franchisebankruptcy, transfer insolvency, conservatorship, receivership, commercial law and other taxes; all bankruptcies, insolvencies, conservatorships and receiverships UCC purposes (including the substantive law upon which such bankruptcy, conservatorshipinsolvency, insolvency conservatorship and receivership proceedings are based); and real estate law) (a) this Lease will be treated as a financing transaction, commercial law and Uniform Commercial Code purposes: (ib) the Overall Transaction constitutes a financing by the Participants to Lessee and transaction contemplated hereby preserves beneficial ownership in the Subject Property Items of Equipment in Lessee, (c) this Lease grants a Lien in the Items of Equipment and the other Lessee will be entitled Collateral to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Property for tax purposesLessor, and (d) the obligations of Lessee to pay Basic deemed principal portion and deemed interest portion of Rent shall be treated as payments of principalprincipal and interest, if anyrespectively, and interest to (e) Lessee will be treated as the Participants, and the payment by Lessee of any amounts in respect owner of the Lease Balance Items of Equipment and Lessor shall be treated as payments having advanced funds to Lessee in the form of principal a loan secured by a Lien on the Items of Equipment and the other Lessee Collateral. Except as specifically provided for herein, Lessor shall be deemed to the Participants; (ii) the Lease grants have a first priority, perfected security interest or Lien, as in and Lien on the case may be, in the Lessee’s interest in the Leased Property Items of Equipment and the other Lessee Collateral, in favor free and clear of the Lessorall Liens other than Permitted Liens, and as security for the benefit obligations of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative Documents; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Operative Documents. Each Except as otherwise provided by law or in connection with a settlement, compromise or adjudication made under the provisions of Section 11.2(c), each of the parties hereto to this Lease agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, Lessee acknowledges and agrees that none of the Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents2.4.

Nature of Transaction. It is the intention of the parties that: : (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under FASB Statement No. 13; Accounting Standards Codification (ASC) 842; (b) for the purposes of all federalother purposes, including federal and all state and local incomeincome and transfer taxes, franchisebankruptcy, transfer and other taxes; all bankruptcies, insolvenciesinsolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, conservatorship and insolvency and receivership proceedings are based); and , real estate law, and commercial law and Uniform Commercial Code UCC purposes: : (i) the Overall Transaction (including, without limitation, the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a financing secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Subject Leased Property in Lessee, Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Leased Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; Participants and, in the event Lessee purchases the Leased Property pursuant to the terms hereof or the Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding under the Operative Documents, legal title to the Leased Property shall automatically vest in Lessee; (ii) in order to secure the secured lending obligations of Lessee now existing or hereafter arising under this Lease or any of the other Operative Documents, this Lease, together with the other Security Instruments, grants security title to and creates a first priority security interest or Lien, as the case may be, a lien in the Lessee’s interest in Site, the Leased Property and the other Lessee Collateral, Collateral in favor of the Lessor, Administrative Agent and for the benefit of the Participants, Participants to secure Lessee’s payment and performance of its Obligations under the Operative DocumentsObligations; and and (iii) the Security Instruments grant security title to, and create Liens on and security interests in the Subject Property and the other Collateral granted by Lessor Collateral and Lessee Collateral or Lessee, as applicable, in favor of the Collateral Administrative Agent for the benefit of all of the Participants to secure LessorLessee’s and LesseeLessor’s payment and performance of their respective the obligations under the Lease, the Rent Assignment Agreement and other applicable Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. ‑39‑ Nevertheless, Lessee acknowledges and agrees that none of the Lessor, the Collateral Administrative Agent, any Participant or the Arranger or any Lender has have made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under FASB Statement No. 13Accounting Standards Codification (ASC) 842; (b) for the purposes of all federalother purposes, including federal and all state and local incomeincome and transfer taxes, franchisebankruptcy, transfer and other taxes; all bankruptcies, insolvenciesinsolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, conservatorship and insolvency and receivership proceedings are based); and , real estate law, and commercial law and Uniform Commercial Code UCC purposes: (i) the Overall Transaction (including, without limitation, the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a financing secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Subject Leased Property in Lessee, Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Leased Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the ParticipantsParticipants and, in the event Lessee purchases the Leased Property pursuant to the terms hereof or the Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding under the Operative Documents, legal title to the Leased Property shall automatically vest in Lessee; (ii) in order to secure the secured lending obligations of Lessee now existing or hereafter arising under this Lease or any of the other Operative Documents, this Lease, together with the other Security Instruments, grants security title to and creates a first priority security interest or Lien, as the case may be, a lien in the Lessee’s interest in Site, the Leased Property and the other Lessee Collateral, Collateral in favor of the Lessor, Administrative Agent and for the benefit of the Participants, Participants to secure Lessee▇▇▇▇▇▇’s payment and performance of its Obligations under the Operative DocumentsObligations; and (iii) the Security Instruments grant security title to, and create Liens on and security interests in the Subject Property and the other Collateral granted by Lessor Collateral and Lessee Collateral or Lessee, as applicable, in favor of the Collateral Administrative Agent for the benefit of all of the Participants to secure LessorLessee’s and LesseeLessor’s payment and performance of their respective the obligations under the Lease, the Rent Assignment Agreement and other applicable Operative Documents. Each 3/6/19, 9:29 AMExhibit Page 64 of the parties hereto agrees that it will not87▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/702165/000070216519000020/nslease-030519.htm 3/6/19, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit 9:29 AMExhibit Page 65 of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. 87▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/Archives/▇▇▇▇▇/data/702165/000070216519000020/nslease-030519.htm Nevertheless, Lessee ▇▇▇▇▇▇ acknowledges and agrees that none of the Lessor▇▇▇▇▇▇, the Collateral Administrative Agent, any Participant or the Arranger or any Lender has have made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. . (c) Specifically, but without limiting the generality of the foregoingsubsection (b) of this Section 24.1 or Section 16.4, the parties hereto Lessor and Lessee further intend and agree that in for the event purpose of any insolvency, conservatorship or receivership proceedings or matters or a petition under securing Lessee’s obligations for the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute repayment of the United States Obligations, (i) the Lease shall also be deemed to be a security agreement and financing statement within the meaning of America or any State thereof affecting Lessee, Article 9 of the UCC; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessee to Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants Participants, of a Lien on and security interest in all of Lessee’s present and future right, title and interest in and to the Site, the Leased Property and the other Collateral, including but not limited to Lessee’s leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure Lessee’s obligations such loans, effective on the date hereof, to repay have and to hold such loans interests in the Site, the Leased Property and the other Collateral unto Lessor, for the benefit of the Participants; (iii) the possession by Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessee shall, to the Participants extent consistent with the Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages, deeds to secure debt and deeds of trust as may be necessary to ensure that, if the Lease were deemed to grant security title to and create a security interest in the Site, the Leased Property and the other Collateral in accordance with this Section, such security title and security interest would be deemed to be a perfected security title and security interest in the Site, the Leased Property and the other Collateral with priority over all Liens, other amounts due than Permitted Liens, under any of Applicable Laws and will be maintained as such throughout the Operative DocumentsTerm.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating a development of the Facility undertaken by ▇▇▇▇▇▇ as the holder of the leasehold interest in the Site and performed on behalf of Lessor by Construction Agent, as agent for Lessor, followed by a lease from Lessor to Lessee of the Leased Property for purposes of Lessee’s financial reporting, including, without limitation, including under FASB Statement No. 13Accounting Standards Codification (ASC) 842; (b) for the purposes of all federalother purposes, including federal and all state and local income, franchisetransfer, transfer recording and all other taxes; all bankruptcies, insolvenciesbankruptcy, insolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, conservatorship and insolvency and receivership proceedings are based); and , real estate law, and commercial law purposes and for purposes of the Uniform Commercial Code purposes:as in effect in the State of Michigan (the “UCC”): (i) the Overall Transaction (including the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a financing secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Subject Leased Property in Lessee, Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d) and Lessee will be exclusively entitled to all tax benefits with respect to the Subject Property (including for greater clarity, depreciation) ordinarily available to owners of property similar to the Subject Leased Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance Lessor Amount and the Participant Interest Contribution Amount shall be treated as payments of principal to the Participants;Participants and, in the event Lessee purchases the Leased Property pursuant to the terms hereof and pays in full the Lease Balance and all other amounts outstanding under the Operative Documents, legal title to the Leased Property shall automatically vest in Lessee; and (ii) in order to secure the secured lending obligations of Lessee now existing or hereafter arising under this Lease grants or any of the other Operative Documents, this Lease, together with the other Security Instruments, creates a first priority security interest or Lien, as the case may be, in the Lessee’s interest a lien in the Leased Property and the other Lessee Collateral, in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative Documents; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, Lessee ▇▇▇▇▇▇ acknowledges and agrees that none of the Lessor▇▇▇▇▇▇, the Collateral Administrative Agent, any Participant or the Arranger or any Lender has have made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee ▇▇▇▇▇▇ has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. . (c) Specifically, but without limiting the generality of the foregoingsubsection (b) of this Section 24.1 or Section 16.4, the parties hereto Lessor and Lessee further intend and agree that for the purpose of securing ▇▇▇▇▇▇’s repayment of the Obligations, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the UCC; (ii) the conveyance provided for by Sections 16.4 and 24.2 of this Lease shall be deemed to be a mortgage grant by ▇▇▇▇▇▇ to the Lessor, in all of Lessee’s present and future right, title and interest in and to the Leased Property and a grant by Lessee to Lessor of a Lien on and security interest in ▇▇▇▇▇▇’s interest in the event Leased Property and the other Collateral, including ▇▇▇▇▇▇’s leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure such repayment Obligations, effective on the date hereof; (iii) the possession by Lessor of such other items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes of perfecting the security interest pursuant to Section 9-305 of the UCC; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessee shall, to the extent consistent with this Lease and the other Operative Documents, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Lease as so supplemented were deemed to create a security interest in the Leased Property and the other Collateral in accordance with this Section, such security interest would be deemed to be a perfected security interest in the Leased Property and the other Collateral with priority over all Liens, other than Permitted Liens, under Applicable Laws and will be maintained as such throughout the Term. (d) Each of the parties agrees that it will not, nor will any insolvencyof its Affiliates, conservatorship except that the Administrative Agent and/or Lessor may in the case that Lessor elects to terminate the Lease pursuant to Section 16.2 of this Lease if an Event of Default shall have occurred and be continuing (and the beneficial ownership is transferred to Lessor for relevant tax purposes as a result therefrom), take any position that is inconsistent with the intention of the parties expressed in this Section. (e) Further, for clarity purposes, none of the parties, other than Lessee, shall claim any credits or receivership proceedings or matters or a petition under take any deductions including depreciation deductions and property tax deductions with respect to the United States bankruptcy lawsLeased Property which would be inconsistent with ▇▇▇▇▇▇’s ownership of the Leased Property for tax purposes, or as provided in the Transaction Agreement, this Lease, Construction Agency Agreement and any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents.

Nature of Transaction. It is The parties hereto intend that (i) for financial accounting purposes with respect to Lessee, (A) Lessor will be treated as the intention sublessor of the parties that: Traville Site under the Lease and the owner and the lessor of the Improvements and the Manufacturing Facility Site and Lessee will be treated as the lessee of the Manufacturing Facility Site and the sublessee of the Traville Site under the Lease and the lessee of the Improvements, and (aB) the Overall Transaction constitutes Investors will be deemed to have an operating lease from Lessor to Lessee for purposes of Lessee’s financial reportingequity investment in Lessor, including, without limitation, under FASB Statement No. 13; and (bii) for the purposes of all federal, federal and all state and local income, franchise, transfer income tax purposes and other taxes; all bankruptcies, insolvencies, conservatorships bankruptcy and receiverships (including the substantive law upon which bankruptcy, conservatorship, insolvency and receivership proceedings are based); and real estate law, commercial law and Uniform Commercial Code purposes: , (iA) the Overall Transaction constitutes Lease will be treated as a financing arrangement, (B) Lessor, the Investors and the Lenders will be deemed lenders making loans to Lessee in an amount equal to the sum of the Investor Amounts and the outstanding principal amount of the Loans, which loans are secured by the Participants Liquid Collateral to the extent of the Lessor's interest therein and the Properties, (C) Lessee will be treated as the owner of the Properties for tax purposes and preserves beneficial ownership in the Subject Property in Lessee, Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners an owner of property similar to like the Subject Property Properties for such tax purposes, purposes and (D) the obligations of Lessee to pay Basic the Base Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect part of the Lease Balance shall be treated as payments of principal interest and principal, respectively, for Federal and state income tax and bankruptcy and commercial law purposes. Nevertheless, each party acknowledges and agrees that no other party has made any representations or warranties to any other party concerning the Participants; (ii) tax, accounting or legal characteristics of the Lease grants Operative Documents and that each party has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate. Lessor shall have a valid and binding security interest or Lienin and Lien on the Liquid Collateral and the Properties, free and clear of all Liens other than Permitted Liens, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral, in favor of the Lessor, and security for the benefit obligations of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative Documents; and (iii) the Security Instruments create Liens on and security interests in the Subject Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Operative Documents. Each Except as otherwise provided by law or in connection with a settlement, compromise or adjudication made under the provisions of Section 9.2(b), each of the parties hereto to this Participation Agreement agrees that it will not, nor will it permit any Affiliate to at any time, directly or indirectly take any action or fail to take any action with respect to the preparation, preparation or filing or audit of any income tax or other tax return, including an amended income tax or other tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, Lessee acknowledges and agrees that none of the Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative Documents3.1.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s ▇▇▇▇▇▇'s and Guarantor's financial reporting, including, without limitation, under FASB Financial Accounting Standards Board Statement No. 13; (b) for the purposes of federal and all federal, state and local incomeincome and transfer taxes and for purposes of bankruptcy, franchiseinsolvency, transfer conservatorship and other taxes; all bankruptcies, insolvencies, conservatorships and receiverships receivership law (including the substantive law upon which bankruptcy, conservatorship, conservatorship and insolvency and receivership proceedings are based); ) and real estate law, commercial law and Uniform Commercial Code purposes: (i) the Overall Transaction constitutes a financing by the Participants to Lessee and preserves beneficial ownership in the Subject Leased Property in Lessee, Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Leased Property for tax purposespurposes (including, without limitation, depreciation) and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) in order to secure the obligations of Lessee now existing or hereafter arising under any of the Operative Documents, this Lease grants creates, and Lessee hereby grants, conveys, assigns, mortgages and transfers a security interest or Liena lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Teletech Collateral, in favor and ▇▇▇▇▇▇ does hereby irrevocably GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONFIRM AND CONVEY to Deed of the LessorTrust Trustee, and for the benefit of ▇▇▇▇▇▇ and the Participants, a Lien, deed of trust and mortgage on all right, title and interest of ▇▇▇▇▇▇ in and to secure Lessee’s payment the Leased Property and performance of its Obligations under the Operative DocumentsLand; and (iii) the Security Instruments create Deed of Trust creates Liens on and security interests in the Subject Mortgaged Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Administrative Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s ▇▇▇▇▇▇'s payment and performance of their respective obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1Obligations. Nevertheless, Lessee ▇▇▇▇▇▇ acknowledges and agrees that none of the Lessor, the Collateral Administrative Agent, Arranger or any Lender Participant has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. ; provided, however, none of the Lessor, any Administrative Agent, Arranger or any Participant shall treat the Overall Transaction for federal or state tax purposes other than as a financing preserving beneficial ownership in the Leased Property in the Lessee in the manner described in this SECTION 24.1(b). (c) Specifically, but without limiting the generality of the foregoingSUBSECTION (b) of this SECTION 24.1, the parties hereto Lessor and Lessee further intend and agree that, with respect to that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute portion of the United States Leased Property constituting personal property, for the purpose of America or any State thereof affecting securing Lessee's obligations for the repayment of the above-described loans from Lessor and the Participants to Lessee, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code; (ii) the conveyance provided for hereby shall be deemed to be a grant by Lessee to Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants Participants, of a mortgage, lien and security interest in all of ▇▇▇▇▇▇'s present and future right, title and interest in and to such portion of the Leased Property, including but not limited to ▇▇▇▇▇▇'s leasehold estate therein and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property to secure Lessee’s obligations such loans, effective on the date hereof, to repay have and to hold such loans interests in the Leased Property unto Lessor, for the benefit of the Participants; (iii) the possession by Lessor of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 4-9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under Applicable Laws. Lessor and Lessee shall, to the Participants extent consistent with this Lease, take such actions and execute, deliver, file and record such other documents, financing statements, mortgages and deeds of trust as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Leased Property in accordance with this Section, such security interest would be deemed to be a perfected security interest with priority over all Liens other amounts due than Permitted Liens, under any of Applicable Laws and will be maintained as such throughout the Operative DocumentsTerm.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s 's and Guarantor's financial reporting, including, without limitation, under FASB Financial Accounting Standards Board Statement No. 13; (b) for the purposes of federal and all federal, state and local incomeincome and transfer taxes, franchisebankruptcy, transfer insolvency, conservatorship and other taxes; all bankruptcies, insolvencies, conservatorships and receiverships receivership law (including the substantive law upon which bankruptcy, conservatorship, conservatorship and insolvency and receivership proceedings are based); , and real estate law, commercial law and Uniform Commercial Code purposes: (i) the Overall Transaction (including the transactions and activities during the Interim Term referred to or contemplated by the Construction Agency Agreement) constitutes a financing by the Participants to Lessee and preserves beneficial ownership in the Subject Leased Property in Lessee, Lessee will be entitled to all tax benefits with respect to the Subject Property ordinarily available to owners of property similar to the Subject Leased Property for tax purposespurposes (including, without limitation, depreciation), and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any other amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants; (ii) the Lease grants a security interest or Lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral, TeleTech Collateral in favor of the Lessor, and for the benefit of the Participants, to secure Lessee’s 's payment and performance of its Obligations under the Operative DocumentsObligations; and (iii) the Security Instruments create Deed of Trust creates Liens on and security interests in the Subject Mortgaged Property and the other Lessor Collateral and Lessee Collateral in favor of the Collateral Administrative Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s 's payment and performance of their respective obligations under the Operative Documents. Each of the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Nevertheless, Lessee acknowledges and agrees that none of the Lessor, the Collateral Agent, Arranger or any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. Specifically, without limiting the generality of the foregoing, the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State thereof affecting Lessee, Lessor, or the Lenders or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds title to the Subject Property for the benefit of the Participants to secure Lessee’s obligations to repay such loans to the Participants and all other amounts due under any of the Operative DocumentsObligations.

Nature of Transaction. It is the intention of the parties that: (a) the Overall Transaction constitutes an operating lease from Lessor to Lessee for purposes of Lessee’s financial reporting, including, without limitation, under FASB Statement No. 13Accounting Standards Codification (ASC 842); (b) for the purposes of all federalother purposes, including federal and all state and local incomeincome and transfer taxes, franchisebankruptcy, transfer and other taxes; all bankruptcies, insolvenciesinsolvency, conservatorships and receiverships (including the substantive law upon which bankruptcy, conservatorship, conservatorship and insolvency and receivership proceedings are based); and , real estate law, and commercial law and Uniform Commercial Code UCC purposes: (i) the Overall Transaction (including, without limitation, the transactions and activities prior to the Base Term Commencement Date referred to or contemplated by the Construction Agency Agreement) constitutes a financing secured lending transaction by the Participants to Lessee and preserves beneficial ownership in the Subject Leased Property in Lessee, Lessor holds only legal title to the Leased Property within the meaning of 11 U.S.C. Section 541(d), Lessee will be entitled to all tax benefits with respect to the Subject Property (including depreciation) ordinarily available to owners of property similar to the Subject Leased Property for tax purposes, and the obligations of Lessee to pay Basic Rent shall be treated as payments of principal, if any, and interest to the Participants, and the payment by Lessee of any amounts in respect of the Lease Balance shall be treated as payments of principal to the Participants;Participants and, in the event Lessee purchases the Leased Property pursuant to the terms of the Lease or the Construction Agency Agreement and pays in full the Lease Balance and all other amounts outstanding under the Operative Documents, legal title to the Leased Property shall automatically vest in Lessee; and (ii) in order to secure the obligations of Lessee now existing or hereafter arising under the Lease grants or any of the other Operative Documents, the Lease, together with the other Security Instruments, creates a security interest or Liena lien, as the case may be, in the Lessee’s interest in the Leased Property and the other Lessee Collateral, Collateral in favor of the LessorAdministrative Agent, and for the benefit of the Participants, to secure Lessee’s payment and performance of its Obligations under the Operative DocumentsObligations; and (iii) the Security Instruments create Liens on and security interests in the Subject Leased Property and the other Collateral, granted by Lessor Collateral and Lessee Collateral or Lessee, as applicable, in favor of the Collateral Administrative Agent for the benefit of all of the Participants to secure Lessor’s and Lessee’s payment and performance of their respective obligations under the Lease, the Rent Assignment Agreement and other applicable Operative Documents. Each of Nevertheless, without limiting the parties hereto agrees that it will not, nor will it permit any Affiliate to at any time, take any action or fail to take any action with respect to the preparation, filing or audit of any income tax return, including an amended income tax return, to the extent that such action or such failure to take action would be inconsistent with the intention of the parties expressed in this Section 5.1. Neverthelessforegoing agreement, Lessee acknowledges and agrees that none of the LessorParticipants, the Collateral Agent, Administrative Agent or the Arranger or any Lender has made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Documents or any aspect of the Overall Transaction and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents and the Overall Transaction as it deems appropriate. . (c) Specifically, without limiting the generality of the foregoingclause (a), the parties hereto intend and agree that in the event of any insolvency, conservatorship or receivership proceedings or matters or a petition under the United States bankruptcy laws, or any other applicable insolvency, conservatorship or receivership laws or statute of the United States of America or any State or Commonwealth thereof affecting Lessee, Lessor, Guarantor or the Lenders any Participant or any collection actions, the transactions evidenced by the Operative Documents (including, without limitation, the Lease) shall be regarded as loans constitute a financing made directly to Lessee by the Participants, in each case as unrelated third party lenders, and that Lessor holds a leasehold interest in the Site and good and marketable title to the Subject Property for the benefit of the Participants Facility to secure Lessee’s obligations to repay such loans financing to the Participants and all other amounts due under any of the Operative DocumentsDocuments and that Lessee retains the beneficial ownership of the Leased Property.